HB 0785

1	A bill to be entitled
2	An act relating to limitations of asbestos liabilities
3	under mergers or consolidations; providing definitions;
4	providing application; providing exceptions; limiting
5	successor asbestos-related liabilities; providing
6	requirements and limitations; providing requirements and
7	criteria for corporations to establish fair market value
8	of total gross assets; providing for adjustments of the
9	fair market value of total gross assets; providing
10	limitations and requirements; providing requirements of
11	courts in applying state law to certain liabilities;
12	providing scope; providing application; providing an
13	effective date.
14
15	Be It Enacted by the Legislature of the State of Florida:
16
17	Section 1.  Definitions.--As used in this act:
18	(1)  "Asbestos claim" means any claim, wherever or whenever
19	made, for damages, losses, indemnification, contribution, or
20	other relief arising out of, based on, or in any way related to
21	asbestos. "Asbestos claim" includes any of the following:
22	(a)  A claim made by or on behalf of any person exposed to
23	asbestos, or a representative, spouse, parent, child, or other
24	relative of the person, for injury, including mental or
25	emotional harm, death, risk of disease or other injury, medical
26	monitoring or surveillance, or any other health effects that are
27	alleged to have been caused by exposure to asbestos.
28	(b)  A claim for damage or loss to property caused by the
29	installation, presence, or removal of asbestos.
30	(2)  "Corporation" means a corporation for profit,
31	including a domestic corporation organized under the laws of
32	this state or a foreign corporation organized under laws other
33	than the laws of this state.
34	(3)  "Successor" means a corporation, or a subsidiary of a
35	corporation, that assumes or incurs, or has assumed or incurred,
36	successor asbestos-related liabilities or had asbestos-related
37	liabilities imposed by court order.
38	(4)  "Successor asbestos-related liabilities" means any
39	liabilities, whether known or unknown, asserted or unasserted,
40	absolute or contingent, accrued or unaccrued, liquidated or
41	unliquidated, or due or to become due, that are related in any
42	way to an asbestos claim and that were assumed or incurred by a
43	corporation as a result of or in connection with an asset
44	purchase, stock purchase, merger, or consolidation, or an
45	agreement providing for an asset purchase, stock purchase,
46	merger, or consolidation, including a plan of merger or
47	consolidation. "Successor asbestos-related liabilities" also
48	means liabilities imposed on a successor by court order. The
49	term also includes liabilities that, after the effective date of
50	the asset purchase, stock purchase, merger, or consolidation,
51	were or are paid or otherwise discharged, or committed to be
52	paid or otherwise discharged, by or on behalf of the successor
53	of the corporation, or by or on behalf of a transferor, in
54	connection with any settlement, judgment, or other discharge of
55	such liabilities in this state or another jurisdiction.
56	(5)  "Transferor" means a corporation or its shareholders
57	from which successor asbestos-related liabilities are or were
58	assumed or incurred or were imposed by a court order on a
59	successor.
60	Section 2.  Application.--
61	(1)  The limitations in section 3 shall apply to a domestic
62	corporation or a foreign corporation that has had a certificate
63	of authority to transact business in this state or has engaged
64	in business in this state and that is a successor or which is
65	any of that successor corporation's successors.
66	(2)  The limitations in section 3 shall not apply to:
67	(a)  Workers' compensation benefits paid by or on behalf of
68	an employer to an employee under chapter 440 or a comparable
69	workers' compensation law of another jurisdiction;
70	(b)  Any claim against a corporation that does not
71	constitute a successor asbestos-related liability;
72	(c)  An insurance company, as defined in s. 717.101; or
73	(d)  Any obligations under the National Labor Relations
74	Act, 29 U.S.C., s. 151 et seq., as amended, or under any
75	collective bargaining agreement.
76	Section 3.  Limitations on successor asbestos-related
77	liabilities.--
78	(1)  Except as further limited in subsection (2), the
79	cumulative successor asbestos-related liabilities of a
80	corporation are limited to the fair market value of the total
81	gross assets of the transferor determined as of the effective
82	date of a merger or consolidation. The corporation does not have
83	any responsibility for successor asbestos-related liabilities in
84	excess of such limitation.
85	(2)  If the transferor had assumed or incurred successor
86	asbestos-related liabilities in connection with a prior merger
87	or consolidation with a prior transferor, the fair market value
88	of the total assets of the prior transferor, determined as of
89	the effective date of such earlier merger or consolidation,
90	shall be substituted for the limitation set forth in subsection
91	(1) for purposes of determining the limitation of liability of a
92	corporation.
93	Section 4.  Establishing fair market value of total gross
94	assets.--
95	(1)  A corporation may establish the fair market value of
96	total gross assets for the purpose of the limitations under
97	section 3 through any method reasonable under the circumstances,
98	including:
99	(a)  By reference to the going concern value of the assets
100	or to the purchase price attributable to or paid for the assets
101	in an arm's-length transaction; or
102	(b)  In the absence of other readily available information
103	from which fair market value can be determined, by reference to
104	the value of the assets recorded on a balance sheet.
105	(2)  Total gross assets include intangible assets.
106	(3)  Total gross assets include the aggregate coverage
107	under any applicable liability insurance that was issued to the
108	transferor whose assets are being valued for purposes of this
109	section and which insurance has been collected or is collectible
110	to cover successor asbestos-related liabilities, except
111	compensation for liabilities arising from workers' exposure to
112	asbestos solely during the course of their employment by the
113	transferor. A settlement of a dispute concerning such insurance
114	coverage entered into by a transferor or successor with the
115	insurers of the transferor before the enactment of this title
116	shall be determinative of the aggregate coverage of such
117	liability insurance to be included in the calculation of the
118	transferor's total gross assets.
119	Section 5.  Adjustment.--
120	(1)  Except as provided in subsections (2), (3), and (4),
121	the fair market value of total gross assets at the time of a
122	merger or consolidation shall increase annually at a rate equal
123	to the sum of:
124	(a)  The prime rate as listed in the first edition of the
125	Wall Street Journal published for each calendar year since the
126	merger or consolidation, unless the prime rate is not published
127	in that edition of the Wall Street Journal, in which case any
128	reasonable determination of the prime rate on the first day of
129	the year may be used; and
130	(b)  One percent.
131	(2)  The rate in subsection (1) may not be compounded.
132	(3)  The adjustment of fair market value of total gross
133	assets shall continue as provided under subsection (1) until the
134	date the adjusted value is first exceeded by the cumulative
135	amounts of successor asbestos-related liabilities paid or
136	committed to be paid by or on behalf of the corporation or a
137	predecessor, or by or on behalf of a transferor, after the time
138	of the merger or consolidation for which the fair market value
139	of total gross assets is determined.
140	(4)  No adjustment of the fair market value of total gross
141	assets shall be applied to any liability insurance otherwise
142	included in the definition of total gross assets by subsection
143	(3) of section 4.
144	Section 6.  Scope.--To the fullest extent permissible under
145	the United States Constitution, the courts in this state shall
146	apply this state's substantive law, including the limitation
147	under this act, to the issue of successor asbestos-related
148	liabilities.
149	Section 7.  This act shall take effect upon becoming a law
150	and shall apply to all asbestos claims filed on or after the
151	date the act takes effect and to any pending asbestos claims in
152	which trial has not commenced as of such date.

CODING: Words stricken are deletions; words underlined are additions.